Exhibit 4.35


 


EXECUTION COPY


 


Date: 4 August 2003


 


 


AMARIN CORPORATION PLC.


 


AND


 


ELAN PHARMA INTERNATIONAL LIMITED


 


 


DEED OF VARIATION NO. 4


RELATING TO


LOAN AGREEMENT DATED 28 SEPTEMBER 2001 AS AMENDED


 

















 


INDEX


 


	
  1.

  	
  DEFINITIONS AND
  INTERPRETATION

  	
   

  
	
   

  	
   

  	
   

  
	
  2.

  	
  INTRODUCTION

  	
   

  
	
   

  	
   

  	
   

  
	
  3.

  	
  VARIATIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  4.

  	
  CONFIRMATION OF THE
  AGREEMENT

  	
   

  
	
   

  	
   

  	
   

  
	
  5.

  	
  EXECUTION
  AND DELIVERY

  	
   

  
	
   

  	
   

  	
   

  
	
  6.

  	
  MISCELLANEOUS

  	
   

  



 

















 


THIS DEED OF
VARIATION NO. 4 is made the 4th August 2003


 


BETWEEN:


 


(1)                                 AMARIN CORPORATION PLC, a company incorporated in
England and Wales (registered no. 002353920), whose registered office is 7
Curzon Street, London, W1J 5HG England (“Amarin”); and


 


(2)                                 ELAN PHARMA INTERNATIONAL LIMITED,  a company incorporated in  the
Republic of Ireland, whose registered office is at WIL House, Shannon Business
Park, Shannon, Co Clare, Ireland (“Elan Pharma”).


 


WHEREAS:


 


(A)                              Amarin and Elan Pharma entered
into a Loan Agreement dated 28 September 2001.


 


(B)                                The said Loan Agreement was
amended by a Deed of Variation dated 19 July 2002, a Deed of Variation No.
2 dated 23 December 2002 and a Deed of Variation No. 3 dated 27
January 2003.


 


(C)                                Elan Corporation, plc., Elan
Pharma, Elan International Services Limited, Elan Pharmaceuticals, Inc.,
Monksland Holdings BV and Amarin have entered into an Amended and Restated
Master Agreement of even date herewith (the “Master Agreement”).


 


(D)                               Pursuant to the Master
Agreement, Amarin and Elan Pharma have agreed to amend the Agreement by and
upon the terms of this Deed.


 


NOW
THIS DEED WITNESSES AS FOLLOWS:


 


1.                                           DEFINITIONS AND INTERPRETATION


 


1.1.                                   In this Deed, the “Agreement”
shall mean the Loan Agreement between Amarin and Elan Pharma dated 28
September 2001, as amended by the Deed of Variation dated 19
July 2002 and further amended by the Deed of Variation No. 2 dated 23
December 2002 and the Deed of Variation No. 3 dated 27 January 2003.


 


1.2.                                   Unless the context otherwise
requires, all other words and expressions defined in the Agreement shall have
the same meaning in this Deed.


 


1.3.                                   Reference to clauses herein
are to clauses in the Agreement.


 


2.                                           INTRODUCTION


 


This
Deed is supplemental to the Agreement.


 


1

















 


3.                                           VARIATIONS


 


The
parties to this Deed agree that with effect from the date hereof the Agreement
shall be varied as follows:


 


3.1.                                   Clause 1 (Definitions and
Interpretation) shall be varied by the addition of the following definitions:


 


“ “Demandable Date” shall have the same
meaning as in the Master Agreement.”


 


“ “Elan Agreement(s)” shall have the same
meaning as in the Master Agreement.”


 


“ “Master Agreement” shall mean that certain
Amended and Restated Master Agreement dated 4 August 2003 between Elan
Corporation, plc., Elan Pharma, Elan International Services, Ltd., Elan
Pharmaceuticals, Inc., Monksland Holdings B.V. and Amarin.”


 


3.2.                                   Clause 2.3 (Interest) shall be
varied by the deletion of the final sentence and the substitution therefor of
the following:


 


“Subject to Clause 5 of the Master
Agreement, such interest shall be payable in arrears on the last day of each
Interest Period without any set-off, counterclaim, withholding or deduction for
any reason whatsoever except as required by law.”


 


3.3.                                   Clause 2.4 (Repayment) shall
be varied so it reads:


 


“Repayment


 


Subject to Clauses 7 and 8 of the Master
Agreement, the Loan shall be repaid by Amarin to Elan Pharma (or as it may
direct) in the following amounts on the following dates:


 


2.4.1                   US$2,500,000 on 22 July 2002 (together
with all interest thereon as calculated pursuant to clause 2.3);


 


2.4.2                   US$17,500,000 (together with all interest
thereon as calculated pursuant to clause 2.3) on 30 September 2002;


 


2.4.3                   US$10,000,000 (together with all interest
thereon as calculated pursuant to clause 2.3) on the sooner of (a) 30
September 2004 and (b) written demand made by Elan Pharma at any time on
or after the Demandable Date;


 


2.4.4                   US$15,000,000 (together with all interest
thereon as calculated pursuant to clause 2.3) on the sooner of (a) 30
September 2005 and (b) written demand made by Elan Pharma at any time on
or after the Demandable Date.


 


in each case without any set-off,
counterclaim, withholding or deduction for any reason whatsoever except as
required by law.”


 


3.4.                                   Clause 4 shall be varied by:


 


2

















 


3.4.1                             the replacement of the reference
to Clause 4.5A with a reference to Clause 4.5B; and


 


3.4.2                             the addition of the following
Clause 4.5B between clauses 4.5A and 4.6:


 


“4.5B         Default
on Other Agreement


 


Amarin materially breaches any Elan
Agreement, which breach is not remedied within 30 (thirty) days of Elan Pharma
giving written notice to Amarin of such breach.”


 


4.                                           CONFIRMATION OF THE AGREEMENT


 


Save as
varied by this Deed, the parties hereto confirm that the Agreement shall
continue in full force and effect in all respects.


 


5.                                           EXECUTION AND DELIVERY


 


5.1.                                   Each of the parties to this
document intends it to be a Deed and agrees that upon it being dated it shall
be treated as having been delivered as a Deed.


 


5.2.                                   The signing of this Deed by or
on behalf of the parties hereto shall constitute an authority to their
respective solicitors (or any of them) or any agent or an employee of them to
date it as a Deed on behalf of the parties.


 


6.                                           MISCELLANEOUS


 


6.1.                                   This Deed may be executed in
several counterparts and upon due execution of all such counterparts by one or
more parties, each counterpart shall be deemed to be an original hereof.


 


6.2.                                   The provisions of Clauses 5
(Further Assurance), 6 (General), 7 (Assignment), 8 (Notices) and 9 (Governing
Law, Jurisdiction) of the Agreement shall be incorporated into this Deed
mutatis mutandis.


 


IN WITNESS whereof the parties have
executed and delivered this Deed the date first above written.


 


3

















 


[Signature Page: Loan
Amendment No. 4]


 


	
  EXECUTED as a DEED by

  	
  )

  	
   

  	
   

  
	
  AMARIN CORPORATION PLC

  	
  )

  	
   

  	
   

  
	
  acting by:-

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Director

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Director/Secretary

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SIGNED AND DELIVERED AS
  A DEED

  	
   

  	
   

  
	
  by ELAN
  PHARMA INTERNATIONAL

  	
   

  	
   

  	
   

  
	
  LIMITED a company incorporated in
  Ireland acting

  by

  	
   

  	
   

  	
   

  
	
  (being
  [a person] [persons] who, in accordance with the laws of that country,
  [is/are] acting under the authority of the company) in the presence of:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Witness:

  	
   

  	
   

  	
   

  
	
  Signature

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Address

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Occupation

  	
   

  	
   

  	
   

  
							



 


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